Item 5.07 Submission of Matters to a Vote of Security Holders
On May 16, 2023, the Company held its annual meeting of stockholders. On March 22, 2023, the record date for the annual meeting, 90,788,131 of the Company’s common stock were issued and outstanding, of which 71,326,790 were present for the purposes of establishing a quorum.
Proposal 1 – Election of directors
The Class III Directors proposed by management were elected with a tabulation of votes to the nearest share as shown below.
| | | | | | | | | | | | | | |
| | For | Withheld | Broker Non-Vote |
| Russell Stidolph | | 33,324,436 | 12,902,495 | 25,099,859 |
| Jeff Bornstein | | 43,012,933 | 3,213,998 | 25,099,859 |
| Claude Demby | | 32,756,382 | 13,470,549 | 25,099,859 |
Proposal 2 – Ratification of appointment of independent registered public accounting firm
The ratification of the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the 2023 fiscal year was approved by stockholders with 70,484,748 shares voted in favor, 574,851 shares voted against and 267,191 shares abstained.
Proposal 3 – Non-Binding advisory resolution to approve the compensation of named executive officers
The compensation of the Named Executive Officers was approved, on an advisory basis, by stockholders, with 29,113,834 shares voted in favor, 15,784,821 shares voted against, 1,328,276 shares abstained, and broker non-votes totaling 25,099,859.
Proposal 4 – Approval of grant to the Board of Directors the discretionary authority to effect a reverse stock split to the Company's common stock
The grant to the Board of Directors of discretionary authority to effect a reverse stock split was approved by stockholders, with 60,728,663 shares voted in favor, 10,277,160 shares voted against, and 320,967 shares abstained.
Proposal 5 – Approval of an amendment to our certification of incorporation to update the exculpation provision
An amendment to the certification of incorporation to update exculpation provision was not approved by stockholders, with 38,809,846 shares voted in favor, 6,588,724 shares voted against, 828,361 shares abstained, and broker non-votes totaling 25,099,859.
Proposal 6 – Approval, in accordance with NASDAQ marketplace Rule 5635 (D), of the SEPA matters
The SEPA matters proposal was approved by stockholders, with 42,019,565 shares voted in favor, 3,304,943 shares voted against, 902,423 shares abstained, and broker non-votes totaling 25,099,859.
Proposal 7 – Approval of an amendment to the Company’s Amended and Restated 2020 Incentive Plan
An amendment to the Company’s Amended and Restated 2020 incentive plan was approved by stockholders, with 27,791,412 shares voted in favor, 16,478,833 shares voted against, 1,956,686 shares abstained, and broker non-votes totaling 25,099,859.